As filed with the Securities and Exchange Commission on May 17, 2004.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DYNAMIC MATERIALS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of 840608431
incorporation or organization) (I.R.S. Employer Identification Number)
5405 SPINE ROAD
BOULDER, COLORADO 80301
(303) 665-5700 (Address,
including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
DYNAMIC MATERIALS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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With copies to:
RICHARD A. SANTA Pierre F. de Ravel d'Esclapon
VICE PRESIDENT LEBOEUF, LAMB, GREENE & MacRAE, L.L.P.
AND CHIEF FINANCIAL OFFICER 125 WEST 55TH STREET
DYNAMIC MATERIALS CORPORATION NEW YORK, NY 10019
5405 SPINE ROAD (212) 424-8000
BOULDER, COLORADO 80301
(303) 665-5700
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Each Class of Securities to be Registered Registered (1) Per Share (2) Offering Price Fee
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Common Stock, par value $0.05 per share............. 50,000 $3.00 $150,000 $19.01
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1. Pursuant to Rule 416, there are also registered hereunder such indeterminate
number of additional shares as may become issuable under the Employee Stock
Purchase Plan as a result of antidilution provisions or with respect to stock
splits, stock dividends or similar transactions which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.
2. The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon the average of
the reported high and low sale prices of the Registrant's common stock on the
Nasdaq Stock Market on May 12, 2004.
EXPLANATORY NOTE
This Registration Statement registers 50,000 shares of the common stock
(the "Common Stock"), par value $0.05 per share, of Dynamic Materials
Corporation (the "Company") issuable under the Company's Employee Stock Purchase
Plan (the "Plan"). The remaining 175,000 shares have been previously registered
by Registration Statements on Form S-8, No. 333-58033 and No. 333-54166, which
registration statements are hereby incorporated by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for by Part I of Form S-8 will be delivered to
participants in the Plan as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not being filed
with the Securities and Exchange Commission as part of this Registration
Statement or as prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
Upon written or oral request, the Company will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement and such other documents required to be delivered to employees
pursuant to Rule 428(b). Requests for such information should be directed to
Corporate Secretary, Dynamic Materials Corporation, 5405 Spine Road, Boulder,
Colorado 80301, (303) 665-5700.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We incorporate by reference in this registration statement the following
documents we have filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended:
1. Our Annual Report on Form 10-K for the year ended December 31, 2003,
filed March 22, 2004 (SEC File No. 001-14715);
2. Our Quarterly Report on Form 10-Q/A for the quarter ended March 31,
2004, filed May 14, 2004 (SEC File No. 001-14715);
3. Our Current Report on Form 8-K, filed April 6, 2004 (SEC File No.
001-14715); and
4. Our Registration Statement on Form 8-A, filed January 21, 1999 (SEC
File No. 001-14715).
All documents that we subsequently file pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, other than any information we furnish, rather
than file, with the Securities and Exchange Commission pursuant to certain items
of Form 8-K, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 8. Exhibits.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit
Number Description of Exhibit
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4.1 Certificate of Incorporation of the Company (incorporated by
reference to the Company's Quarterly Report on Form 10-Q/A for
the quarter ended March 31, 2004).
4.2 Bylaws of the Company (incorporated by reference to the
Company's Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 2004).
4.3 Form of Certificate representing shares of Common Stock of the
Company (incorporated by reference from the Company's Quarterly
Report on Form 10-QSB for the quarter ended September 30,
1997).
4.4 Dynamic Materials Corporation Employee Stock Purchase Plan
(incorporated by reference to Appendix B to the Company's
definitive proxy statement filed September 16, 2003, relating
to the Company's 2003 annual meeting of stockholders).
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in
Exhibit 5.1).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boulder, State of Colorado, on the 17th day of May,
2004.
DYNAMIC MATERIALS CORPORATION
By: /s/ Yvon Cariou
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Yvon Cariou
President and Chief Executive Officer
POWER OF ATTORNEY
The undersigned do hereby constitute and appoint Yvon Cariou and Richard A.
Santa, or either of them, our true and lawful attorneys and agents, to sign for
us or any of us in our names and in the capacities indicated below, any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto and other documents required in
connection therewith, and to do any and all acts and things in our names and in
the capacities indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement; and we do hereby ratify and confirm all that the said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 17th day of May, 2004.
SIGNATURE TITLE
/S/ YVON CARIOU President and Chief Executive Officer
YVON CARIOU (Principal Executive Officer)
/S/ RICHARD A SANTA Vice President, Chief Financial Officer and
RICHARD A. SANTA Secretary
(Principal Financial and Accounting Officer)
/S/ JOHN G BANKER Vice President, Marketing & Sales, Clad Metal
JOHN G. BANKER Division
(Executive Officer)
/S/ BERNARD FONTANA Chairman and Director
BERNARD FONTANA
/S/ DEAN K. ALLEN Director
DEAN K. ALLEN
/S/ BERNARD HUEBER Director
BERNARD HUEBER
/S/ JACQUES LOPPION Director
JACQUES LOPPION
/S/ GEORGE W. MORGENTHALER Director
GEORGE W. MORGENTHALER
/S/ GERARD MUNERA Director
GERARD MUNERA
/S/ FRANCOIS SCHWARTZ Director
FRANCOIS SCHWARTZ
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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4.1 Certificate of Incorporation of the Company (incorporated by
reference to the Company's Quarterly Report on Form 10-Q/A for
the quarter ended March 31, 2004).
4.2 Bylaws of the Company (incorporated by reference to the
Company's Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 2004).
4.3 Form of Certificate representing shares of Common Stock of the
Company (incorporated by reference from the Company's Quarterly
Report on Form 10-QSB for the quarter ended September 30,
1997).
4.4 Dynamic Materials Corporation Employee Stock Purchase Plan
(incorporated by reference to Appendix B to the Company's
definitive proxy statement filed September 16, 2003, relating
to the Company's 2003 annual meeting of stockholders).
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in
Exhibit 5.1).
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